PURCHASE AND CONTRIBUTION AGREEMENT by and among COHEN & COMPANY INC., COHEN BROTHERS, LLC, JVB FINANCIAL HOLDINGS, L.L.C., THE SELLERS LISTED ON ANNEX I and THE MANAGEMENT EMPLOYEES, AS DEFINED HEREIN Dated September 14, 2010Purchase and Contribution Agreement • September 14th, 2010 • COHEN & Co INC. • Security brokers, dealers & flotation companies
THIS PURCHASE AND CONTRIBUTION AGREEMENT is entered into as of this 14th day of September, 2010, by and among Cohen & Company Inc., a Maryland corporation (“Parent”), Cohen Brothers, LLC, a Delaware limited liability company (“Cohen Brothers”), JVB Financial Holdings, L.L.C., a Florida limited liability company (the “Company”), the members of the Company listed on Annex I attached hereto (collectively, the “Sellers” and each, individually, a “Seller”) and the Mangement Employees (as defined herein). Parent, Cohen Brothers, the Company, the Sellers and the Management Employees are each referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms are defined in Article 1.
